Terms & Conditions

Effective from: 01.20.2025

1. Contact information

EMBLA HEALTH U.S. INC.

Company number (EIN number): 35-2868902

Address: 

Georgetown Office Evolution

501 South Austin Avenue #1220 – 302, Georgetown, TX 78626

Email: [email protected]

2. Introduction

These Terms and Conditions ("Terms") govern the relationship between you as a customer ("you") and Embla Health U.S. Inc. ("Embla", "we", or "us") when you purchase various health services, including weight loss and wellness services, on a subscription basis, including access to the mobile application "Embla" (the "App") and other related services (collectively referred to as the "Services").

Embla works with AyaRX LLC, a Delaware corporation ("AYA"), a licensed healthcare provider, to deliver the medical components of the Services. Please note, Embla facilitates the administrative aspects of the Services, including payment collection on behalf of its Partner Providers and does not provide any medical services itself. The medical services associated with the Services are provided by licensed healthcare professionals from AYA.

Please take a moment to read these Terms before purchasing the Services.

3. Our Services

Embla provides health and wellness services to support weight management, including but not limited to personalized coaching, access to dietary recommendations, and functional advisory services ("Embla Services"). These services are intended to help you achieve wellness goals, such as weight loss and improved lifestyle habits.

Your interactions with Embla's non-medical team (coaches, dietitians, and wellness advisors) are intended to complement medical care and are not a substitute for professional medical or mental health services. We make no representation or warranty that the Services will meet your needs or that the information provided will be complete, accurate, or suitable to your circumstances.

4. User’s Sole Responsibility for Health Care Providers

It is your responsibility to seek the advice of a physician or other qualified healthcare provider for your medical needs. Embla’s Services are not a replacement for medical or mental health care and should not influence changes to your treatment, medication, or therapy without consulting your healthcare provider. If you have concerns or questions about your health, we strongly advise you to consult with a healthcare provider before making any health-related decisions.

5. Permission to Treat

By seeking care from one of Embla's providers or licensed healthcare professionals, you give your consent for Embla and its associated providers to deliver health services to you. This includes both medical services provided by partner providers and non-medical services such as wellness coaching, nutrition counseling, and lifestyle recommendations provided by Embla.

You have the right to withdraw your consent to receive coaching or medical services at any time. To stop receiving services, you must either inform your health coach directly or notify Embla by email at [email protected]. Withdrawal of consent will not affect any prior interactions or services already provided.

6. Remote Platform

Embla’s Services may include interactive audio and video technology that allows you to connect with partner providers and Embla coaches remotely ("Remote Platform").

Remote Platform Disclosures:

• Risks: While the Remote Platform offers convenient access to healthcare providers, there are inherent risks, including poor internet connectivity, security breaches, and potential delays in communication due to technical failures.
• Limitations: The Remote Platform does not replace in-person medical evaluations. You acknowledge that the absence of a physical examination may impact the ability of licensed healthcare professionals to accurately diagnose any condition.

By using the Remote Platform, you acknowledge and agree to assume the risks associated with its use and understand that your care may not be as comprehensive as an in-person consultation.

7. Privacy and Data Protection

Embla collects and processes your personal data in accordance with applicable data protection laws. Please refer to our Privacy Policy for detailed information about how we handle your data.

You consent to Embla and partner providers using and disclosing your health and personal information as required for the provision of the Services and in accordance with applicable privacy laws, including HIPAA.

8. Registration and Account

To access certain features of the Services, you must register an account ("Account") with Embla through the Website or App.

• Registration Data: You agree to provide accurate and complete information when creating your Account and to update this information as necessary. To create an account you must be 18 years of age or older.
• Account Security: You are responsible for maintaining the confidentiality of your Account information and password and for all activities that occur under your Account.

9. Fees

Access Through Employers or Insurance Companies:
Our Services may be available to you through your employer as part of an employer-sponsored benefit or through your health insurance as part of your health plan benefits (collectively referred to as "Benefits"). If you are accessing the Services through such Benefits, your employer or insurance provider may cover the cost of certain services, depending on your specific benefits plan. However, you may still be responsible for out-of-pocket costs or fees for additional services, including but not limited to copayments, coinsurance, and deductible obligations.

Loss of Benefits:
If you lose access to your Benefits, whether due to the termination of your employer-sponsored benefit, changes in your health insurance plan, or any other reason, Embla reserves the right to terminate or suspend your access to the Services as outlined in these Terms. Alternatively, we may offer you the opportunity to continue accessing the Services under the "Direct Access" model, as described below.

Direct Access:
In cases where you are not receiving Services through Benefits, Embla may make the Services available directly to you for a fee. If you choose to use our Services under Direct Access, you will be responsible for paying all applicable fees for the Services. You agree to pay these fees as outlined when selecting the Services you wish to access.

If you are accessing Embla’s Services through an employer or insurance, your access to these Services may be terminated if the agreement between Embla and the health plan or employer terminates, unless you transition to Direct Access or otherwise arrange alternative payment options with Embla Health.

10. Indemnification

You agree to indemnify, defend, and hold harmless Embla, including its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, an "Embla Party" and collectively, the "Embla Parties"), from and against any losses, costs, liabilities, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• (a) Your Content: Any information, feedback, or other content that you submit, share, or otherwise make available through the Embla Services.
• (b) Your Use of the Services: Your use or inability to use any of Embla’s services, including the App, website, or Remote Platform.
• (c) Your Violation of These Terms: Any breach or violation of these Terms and Conditions.
• (d) Your Violation of Applicable Laws: Any violation of applicable laws, rules, or regulations while using Embla’s Services.

Embla reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which case you agree to fully cooperate with Embla Parties in asserting any available defenses. This provision does not require you to indemnify any of the Embla Parties for actions arising from Embla’s or partner providers’ fraud, misrepresentation, or unconscionable commercial practices.

You acknowledge and agree that this indemnity provision will survive the termination of your account, the agreement, and/or your access to the Embla Services.

11. Disclaimer of Warranties and Conditions

You expressly understand and agree that, to the fullest extent permitted by applicable law, your use of Embla’s Services is at your sole risk, and the Services are provided on an “as is” and “as available” basis, with all faults. Embla and its associated parties expressly disclaim all warranties, representations, and conditions of any kind, whether express or implied, including, but not limited to, the implied warranties or conditions of merchantability, fitness for a particular purpose, and non-infringement arising from your use of the Services.

To the fullest extent permitted by law, Embla and its partners make no warranty, representation, or condition that:

1. The Services will meet your requirements or be effective for your goals;
2. Your use of the Services will be uninterrupted, timely, secure, or error-free;
3. The information or content obtained from the use of the Services will be accurate, reliable, or complete.

The content and information provided through Embla Services, including but not limited to the App, website, and coaching services, are intended for informational purposes only. With the exception of any medical or health-related advice provided by licensed healthcare professionals affiliated with partner providers, Embla’s Services do not provide or facilitate medical, mental health, or therapeutic advice. No advice or information, whether oral or written, obtained from Embla or through the Services will create any warranty not expressly made herein.

Healthcare services, including consultations and prescriptions, are provided by licensed healthcare professionals through Embla’s partnership with third-party providers. These professionals practice medicine within their respective licenses, and Embla is not responsible or liable for the professional care or medical advice provided by these healthcare professionals.

You acknowledge and agree that Embla and its partners are not liable for the conduct of third parties, including third-party service providers, wellness coaches, or operators of external sites. The risk of bodily harm, economic damages, or other negative outcomes from such third parties rests entirely with you.

12. Limitation of Liability

Disclaimer of Certain Damages

You understand and agree that, to the fullest extent permitted by law, Embla and its associated parties will not be liable for any loss of profits, revenue, or data, indirect, incidental, special, or consequential damages, or damages or costs due to loss of production or use, business interruption, or procurement of substitute goods or services. This applies in each case, whether or not Embla has been advised of the possibility of such damages, arising out of or in connection with these Terms or the use of Embla Services, under any legal theory, including but not limited to:

1. The use or inability to use the Embla Services;
2. The cost of procurement of substitute goods or services resulting from any goods, data, information, or services purchased or obtained, or messages received, through the Embla Services;
3. Unauthorized access to or alteration of your transmissions or data;
4. Statements or conduct of any third party on or through the Embla Services;
5. Any other matter related to the Embla Services, whether based on warranty, copyright, contract, tort (including negligence), or any other legal theory.

The foregoing cap on liability shall not apply to liability for:

• (a) Death or personal injury caused by Embla's negligence; or
• (b) Injury caused by Embla's fraud or fraudulent misrepresentation.

Embla is not responsible or liable for any advice, course of treatment, diagnosis, or any other information, services, or products you may obtain through the Services, except as expressly provided in these Terms.

Cap on Liability

To the fullest extent permitted by law, under no circumstances will Embla’s liability to you exceed the total amount paid by you for the Services provided to you during the one-year period prior to the act, omission, or occurrence giving rise to such liability.

Exclusion of Damages

Certain jurisdictions do not allow the exclusion or limitation of certain damages. If these laws apply to you, some or all of the above exclusions or limitations may not apply, and you may have additional rights that are not affected by this provision.

Basis of the Bargain

You agree that the limitations of liability set forth above are fundamental elements of the basis of the bargain between you and Embla. If any provision of this section is found to be unenforceable, the remaining provisions will continue in full force and effect.

13. Use of Embla Services

• License to Use the App: Subject to your compliance with these Terms, Embla grants you a limited, non-exclusive, non-transferable, and revocable license to use the App and other Services solely for personal use.
• Restrictions: You may not modify, distribute, or commercially exploit the content provided through Embla Services without permission. Additionally, you may not reverse-engineer, decompile, or disassemble any part of the App or Services.

14. Changes to the Services and Terms

• Changes We Can Make: Embla reserves the right to modify the Services, including making changes to the content, features, and functionalities of the App or Website. These changes may be necessary to comply with laws or improve security.
• Changes to Terms: We may update these Terms from time to time. You will be notified of any material changes, and you will have the option to review and accept the updated Terms. If you do not accept the changes, you may terminate your subscription.

15. Third-Party Providers

Embla collaborates with and may refer you to third-party licensed healthcare providers, including physicians and other qualified professionals ('Partner Providers'). These third-party services are separate from the Embla Services, and Embla is not responsible for the advice or services provided by such third parties.

Embla reserves the right to engage with or substitute its Partner Providers at its sole discretion to ensure the delivery of high-quality medical services.

16. Health Disclaimers

The Services are intended for general wellness and weight management. The information provided through the Services is not intended as medical advice, diagnosis, or treatment. Always consult with a qualified healthcare provider before making decisions that may affect your health.

17. Limitation of Liability

Embla is not liable for any direct, indirect, or consequential damages arising from the use of the Services. Embla's liability is limited to the amount paid for the Services during the preceding 12 months.

18. Intellectual Property

All content provided through the Services is protected by U.S. copyright laws and other intellectual property rights. You are granted a limited, non-transferable license to use the content for personal purposes. Unauthorized reproduction or distribution of the content is prohibited.

19. User Conduct

You agree not to use the Services for unlawful purposes or in a manner that may damage, disable, or impair the Services. You agree to comply with all applicable laws and regulations.

20. Term and Termination

Term
This Agreement begins when you accept these Terms (as outlined above) and remains in full force and effect as long as you continue to use Embla’s Services.

Termination of Services by You
You may cancel your subscription at any time, but cancellation will only take effect at the end of the current billing period. To cancel, you must:

1. Notify Embla in writing by emailing [email protected]; or
2. Notify your health coach directly in writing in the Embla app chat

Your cancellation will be processed as soon as Embla receives your written notice.

Termination of Services by Embla
Embla reserves the right to terminate your access to all or any part of the Services for violations of these Terms or for any other reason, with at least 30 days’ notice. Reasons for termination may include, but are not limited to:

• Failure by you to make timely payments for Services;
• Breach of any provision of these Terms; or
• If Embla is required to do so by law (e.g., if the provision of the Services becomes unlawful).

Embla may also suspend or terminate access to Services immediately and without notice if:

• You breach any provision of these Terms; or
• Embla is legally required to take action.
  Embla will not be liable to you or any third party for any termination of your access to the Services.

Effect of Termination
Upon termination of the Services:

1. Access to Paid Services: If your paid subscription is terminated, your access to any premium or subscription-based services, content, features, and tools will be immediately revoked. You will no longer be able to use these paid services.
2. Access to Free Services: If you have access to any free services, these will remain available to you even after termination of your paid subscription. You will continue to have access to any features or content associated with the free services, subject to our standard terms of use.
3. Data Loss: Embla will not be liable for any loss of data or content due to termination. After termination of paid subscriptions, you will no longer have the right to use any paid services, but you will retain access to any free services if applicable.

Survival of Provisions
Notwithstanding termination of access to the Services, the following provisions will survive and remain in effect:

• Ownership provisions,
• Warranty disclaimers,
• Limitation of liability,
• Any other provisions that by their nature should survive termination.

As outlined in our Privacy Policy, Embla may retain aggregated and de-identified data about your use of the Services, which will not be tied to your identity.

21. Choice of Law and Venue

These Terms are governed by the laws of the State of Texas, United States. Any disputes related to these Terms will be resolved in the state or federal courts located in Texas.

22. Intended for Use in the United States

Embla Services are controlled and offered by Embla Health U.S. Inc, and are intended for use only in the 50 U.S. states and the District of Columbia. Embla makes no representations that the Services are appropriate or available for use in other locations. Those who access or use Embla Services from other countries do so at their own volition and are responsible for compliance with local law.

23. Additional terms for EmblaThriveMD subscribers

Medical Services

The medical services associated with the Services are provided by licensed healthcare providers ('Partner Providers') engaged by Embla. Embla does not provide medical services itself but facilitates the administrative aspects of the Services provided by the partner provider.

Embla is not responsible for the professional care provided by its Partner Providers or any licensed healthcare professionals engaged to deliver Services.

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No Patient-Clinician Relationship

Through the Embla platform, we provide you with access to certain medical providers, lab providers, and pharmacy partners. Embla acts solely as a facilitator to connect you with these independent clinical partners; we do not control the practice of medicine or pharmacy services provided by any clinical partners on the Embla platform. By accepting these Terms, you acknowledge that Embla is not a healthcare provider and has not established a patient-clinician relationship with you. While you may access these clinical providers through our platform, any medical or pharmacy decisions, advice, or services are provided exclusively by the independent clinical partners, not Embla. Although we may facilitate communications with these clinical partners through our platform, it is your responsibility, as well as the responsibility of the independent clinical partners, to monitor and respond to those communications.

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24. General Provisions

Electronic Communications: The communications between you and Embla may take place via electronic means, whether you visit the Embla Services or send Embla emails, or whether Embla posts notices on the Services or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Embla in an electronic form and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Embla provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in writing.

Force Majeure: Embla shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, pandemic, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Questions, Complaints, Claims: If you have any questions, complaints, or claims with respect to Embla Services, please contact us at: [email protected]. We will do our best to address your concerns. If you feel your concerns have been addressed incompletely, we invite you to let us know so we can further investigate.

Exclusive Venue and Governing Law: Both you and Embla agree that all claims and disputes arising out of or relating to these Terms will be litigated exclusively in the state or federal courts located in the state of Delaware. The Terms, Privacy Policy, and any action related thereto will be governed and interpreted by and under the laws of the state of Delaware, without giving effect to any principles that provide for the application of the law of another jurisdiction.

Notice: Where Embla requires that you provide an email address, you are responsible for providing Embla with your most current email address. In the event that the last email address you provided to Embla is not valid or, for any reason, is not capable of delivering to you any notices required or permitted by these Terms, Embla’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Embla at the following address: Embla Health U.S. Inc., 501 South Austin Avenue #1220 – 302, Georgetown, TX 78626. Such notice shall be deemed given when received by Embla by letter delivered by a nationally recognized overnight delivery service or first class postage-prepaid mail at the above address.

Waiver: Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion.

Severability: If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect to the maximum extent permitted by law.

Export Control: You may not use, export, import, or transfer Embla Services except as authorized by U.S. law, the laws of the jurisdiction in which you obtained Embla Services, and any other applicable laws.

Entire Agreement: These Terms constitute the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersede and merge all prior discussions between the parties with respect to such subject matter.

24. Consent to Receive Coaching and Clinician Services Using Telehealth

PURPOSE:
This Consent applies to receiving coaching services from a coach and consultations with partner providers through telehealth as part of Embla’s comprehensive digital health program, designed to provide long lasting weight loss results.

What is Telehealth:
Telehealth allows you to meet with your coach or clinician using electronic communications via the Embla Platform.

Benefits and Risks:
Telehealth eliminates the need to travel and allows you to receive services remotely. However, there may be limitations such as technical issues, lack of physical contact, or the need for an in-person appointment afterward. While convenient, telehealth may affect the quality of care provided.

Automated Tools / Personnel:
Your interactions with coaches and clinicians may involve automated tools and various healthcare providers, including physicians, physician assistants, and nurses, for diagnosis, care, and communication.

Privacy:
Sessions with your coach and clinician may be recorded for training and quality purposes. Ensure you’re in a private location. If you choose to use unencrypted communications outside the Embla Platform, Embla is not responsible for data breaches.

Your Rights:
You may refuse telehealth services or limit what’s shared. You can withdraw consent at any time, including during an appointment, by emailing [email protected]. This will not affect future care. You also have the right to access your health information.

State-specific Requirements:
Your coach and clinician will follow any state-specific telehealth regulations.

Authorization and Consent:

Coaching Services:
Coaches at Embla provide support and guidance within their certification limits, focusing on weight loss and lifestyle changes. Coaches do not diagnose, prescribe medication, or provide medical treatment. The services offered are designed to complement, not replace, your primary care or medical treatment.

Telehealth Services:
I understand that telehealth is different from in-person visits and may involve the use of new technologies. I acknowledge that while telehealth offers convenience and flexibility, it may also present certain limitations such as technical issues or the absence of in-person contact.

Right to Withdraw Consent:
I can stop telehealth sessions at any time by notifying Embla via email at [email protected]. This will apply to future sessions, and I understand that if I do not withdraw my consent, this agreement will renew automatically for one (1) year from the date of my consent.

No Guaranteed Results:
While telehealth services provide potential benefits, I acknowledge that no specific results, including weight loss or lifestyle changes, are guaranteed.

Risks:
I am aware of risks such as technical difficulties or privacy concerns. If my coach feels that telehealth is not suitable for my needs or if issues arise during a session, my coach has the discretion to end the session. I understand that I may need to seek in-person care or alternative resources if necessary.

Authorization to Share Information:
I authorize Embla to share my health and progress information with necessary parties for treatment, billing, and operational purposes related to the services provided.

Costs and Coverage:
I understand that telehealth services may not be covered by my health plan or employer, and out-of-pocket costs for telehealth sessions may differ from in-person consultations.

Emergency Care:
I understand that Embla cannot provide emergency services. In the event of an emergency, I will immediately contact 911 or seek in-person care as needed.

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By consenting, I certify that:

1. I am aware that the Embla care team and my health care professional are available to discuss the treatment methods and limitations of treatment using telehealth, including prior to any appointments. I have had the opportunity and will continue to have the ability to ask questions about this information.
2. I understand that I may revoke this consent at any time.
3. I have read and agreed to the terms of a telehealth appointment with Embla.
4. My consent shall remain in effect for the duration of care, or until one (1) year from my acceptance of this document or until I revoke my consent in writing. I understand that if I do not withdraw my consent, this agreement will renew automatically for one (1) year from the date of my consent.
5. I have the legal capacity to provide this consent.
6. I have carefully read and consent to the terms and conditions stated herein.
7. I have carefully read and acknowledge the terms and conditions stated in Embla's HIPAA Notice of Privacy Practices.

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